Opinion
Jointly Administered Under CASE NO. 301-12036
November 5, 2001
ORDER APPOINTING TRUMBULL SERVICES COMPANY AS CLAIMS AND NOTICING AGENT OF THE BANKRUPTCY COURT PURSUANT TO 28 U.S.C. § 156(c)
Upon the Motion (the "Motion") filed by Phoenix Restaurant Group, Inc. ("PRG") and its indirect and direct subsidiaries (the "Subsidiary Debtors"), debtors and debtors-in-possession in the above-captioned cases (PRG and the subsidiary Debtors collectively, the "Debtors") for entry of an Order approving Debtors' agreement with Trumbull Services Company ("Trumbull") appointing Trumbull as agent of the Bankruptcy Court pursuant to 28 U.S.C. § 156(c); and upon the affidavit of Lorenzo Mendizabal sworn to on October 25, 2001 (the "Mendizabal Affidavit"); and upon the Affidavit of Jeffrey Pate in Support of Chapter 11 Petitions and First Day Orders, sworn to on October 30, 2001; and the Court being satisfied based on the representations made in the Motion and the Mendizabal Affidavit that Trumbull represents no interest adverse to any of the Debtors' estates with respect to the matters upon which Trumbull is to be engaged, that they are disinterested persons as that term is defined under section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, that their employment is necessary and would be in the best interests of each of the Debtors' estates; and upon the record herein; and it appearing that proper and adequate notice having been given and that no other or further notice is necessary; and after due deliberation thereon; and good and sufficient cause appearing therefore, it is hereby
ORDERED, ADJUDGED AND DECREED THAT:
1. Trumbull is hereby appointed as the claims agent ("Claims Agent") for the Clerk of the United States Bankruptcy Court for the Middle District of Tennessee (the "Clerk") and authorized to perform the following services as requested by the Clerk's Office or the Debtors:
(a) relieve the Clerk's Office of all noticing and processing of claims under any applicable rule or bankruptcy procedure including:
(b) initial notice of filing;
(c) 341(a) meeting of creditors;
(d) bar date;
(e) objection to claims;
(f) notice of hearing on disclosure statement and plan confirmation; and,
(g) other miscellaneous notices to any entities, not necessarily creditors, that the Debtors or the Court deem necessary for an orderly administration of the chapter 11 case;
(h) at any time, upon request, satisfy the Court that the Claims Agent has the capability to efficiently and effectively notice, docket and maintain proofs of claim;
(i) furnish a notice of bar date approved by the Court for the filing of a proof of claim and a form for filing of a proof of claim to each creditor notified of the filing;
(j) file with the Clerk's Office a certificate of service, which includes a copy of the notice, a list of persons to whom it was mailed, and the date mailed within the earlier of (a) ten (10) days after each such service, or (b) the date on which the matter sewed is to be heard by the Court;
(k) maintain all proofs of claim filed;
(l) maintain all official claims registered by docketing all proofs of claim on a claims register including, but not limited to, the following information;
(m) the name and address of claimant and agent, if agent filed proof of claim;
(n) the date received;
(o) the claim number assigned; and,
(p) the amount and classification asserted by such claimant;
(q) maintain the original proofs of claim in correct claim number order, in an environmentally secure area and protect the integrity of these original documents from theft and/or alteration;
(r) transmit to the Clerk's Office an official copy of the claims register and provide the Clerk's Office with any information regarding the claims register upon request;
(s) maintain an up-to-date mailing list for all entities that have filed a proof of claim, which shall be available upon request of a party in interest or the Clerk's Office;
(t) be open to the public for examination of the original proofs of claim without charge during regular business hours;
(u) record all transfers of claims pursuant to F.R.Bankr.P. 3001(e) and provide notice of the transfer as required by F.R.Bankr.P. 3001(e);
(v) such other services as described in the engagement letter attached to the Mendizabal Affidavit;
(w) act as the Debtors' solicitation agent in respect of the Plan and to receive and tabulate ballots in connection therewith;
(x) make all original documents available to the Clerk's Office on an expedited immediate basis;
(y) comply with applicable state, municipal and local laws and rules, orders, regulations and requirements of Federal Government Departments and Bureaus; and
(z) promptly comply with such further conditions and requirements as the Clerk's Office may hereafter prescribe.
2. Trumbull also is authorized to assist the Debtors with noticing and claims reconciliation and resolution, as well as with balloting and tabulating votes and acting as solicitation agent in connection with the chapter 11 plan process;
3. Trumbull is authorized to assist the Debtors to distribute notices, as necessary, and to engage in the organization, management, control and reconciliation of claims filed against the Debtors and such other services as more fully set out in the Motion and Exhibit A thereto.
4. The fees and expenses of Trumbull incurred in performance of the above services are to be treated as an administrative expense of the Debtors' chapter 11 estates and shall be paid by the Debtors in the ordinary course of business; and
5. Trumbull shall, on a monthly basis, submit copies of the invoices it submits to the Debtors for services rendered to the office of the United States Trustee for this Region and any official committee appointed in these cases.
6. Trumbull shall make available to the public, at no cost, the claims register and other related documents.
7. Notwithstanding the use of a claims agent to perform the services set forth herein, nothing in this Order shall be deemed to deprive the clerk of the Court control over the claims filed in this case.
8. Service of this Motion as described in that Motion, and the notice of hearing on emergency motions described in this Court's Order Setting Emergency Hearing on Selected First Day Motions and Shortening the Time Period of Notice and Setting Expedited Hearing Upon Selected First-Day Motions, entered in these cases as a separate order on November 1, 2001. is deemed adequate and appropriate under the circumstances and in full compliance with applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of the Middle District of Tennessee.